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For VeraFlow Basics, VeraFlow Instructor & VeraFlow Pro



(1) Mokoena Fitness Limited, a company registered in England under company number 07890814 of 5 Birch Way, Heathfield, East Sussex TN21 8BB (“the Licensor”) and

(2) you the Subscriber (“the Licensee”)


(1) The Licensor is the owner of the Intellectual Property Rights with respect to VeraFlow, the Content and the Website.

(2) The Licensor wishes to grant a non-exclusive licence to the Licensee to use certain parts of the Intellectual Property Rights for the Stated Purposes only in accordance with the terms and conditions of this Licence.


IT IS AGREED as follows: 


1. Definitions and Interpretation 

  1. In this Licence, unless the context otherwise requires, the following expressions have the following meanings:

Accountmeans collectively the personal/identifying information  and credentials used by Subscribers to access parts of the Website and where applicable provide Veraflow classes;

Confidential Informationmeans information relating to this Licence, any business information relating to the Licensor, and any other information which the Licensor may designate confidential;

Contentmeans any text, graphics, images, audio, video, software, data compilations and any other form of information that appears on or forms part of the Veraflow classes, training events and/or Website;

Effective Datemeans the date on which the Subscription Fee is received by the Licensor;

Intellectual Property Rightsmeans without limitation all copyright, designs, trademarks (including trademark number UK00003080812), goodwill, performance rights, trade, business and company names, internet domain names and e-mail addresses, service marks, database rights, know-how, rights in designs and inventions;

Stated Purposesmeans the rights and limitations for each of the Subscriber Levels as set out in the Schedule;

Subscribermeans the Licensee who has subscribed to one of the VeraFlow workshops and/or training course(s) whether as an instructor or attendee;

Subscription Feemeans the sum of money paid by the Licensee at monthly, quarterly and/or annual intervals to keep their Account active and to enable them to attend, deliver Veraflow classes and to publicise classes subject to the Stated Purposes only;

Subscriber Level(s)means the levels of VeraFlow Basics, VeraFlow Instructor and VeraFlow Pro and their respective rights as set out in the Stated Purposes;

Subscription Periodmeans the period for which a subscription has been purchased;

VeraFlowmeans the dance, choreography and fitness classes, workshops and programmes devised and created by the Licensor;

Websitemeans the website and/or


2. Unless the context otherwise requires, each reference in this Licence to:

  1. “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

  2. a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

  3. “this Licence” is a reference to this Licence and the Schedule as amended or supplemented at the relevant time;

  4. a Schedule is a schedule to this Licence;

  5. a Clause or paragraph is a reference to a Clause of this Licence (other than the Schedules) or a paragraph of the relevant Schedule; and

  6. a "Party" or the "Parties" refer to the parties to this Licence.

3. The headings used in this Licence are for convenience only and shall have no effect upon the interpretation of this Licence.

4. Words imparting the singular number shall include the plural and vice versa.


2. Grant of Rights

In consideration of the Licensee paying the Subscription Fees and complying with the terms of this Licence and the relevant Stated Purposes, the Licensor hereby grants to the Licensee non-exclusive licence within the Territory and for the Subscription Period to use the Intellectual Property Rights, Content and the Website solely for the Stated Purposes based on the Subscriber Level.


3. Scope of Licence

1. The Licensee may not:

  1. use the Intellectual Property Rights for any purposes other than the Stated Purposes;

  2. use the Intellectual Property Rights in any manner outside the Territory;

  3. use any part of the Intellectual Property Rights or any other rights belonging to the Licensor that is not covered by the Licence;

  4. use any other trademark(s), registered or unregistered and irrespective of ownership, in relation to the Stated Purposes without the express written consent of the Licensor;

  5. use any other trademark(s), whether for the Stated Purposes or otherwise, which are confusingly similar to the Intellectual Property Rights

  6. claim or make any representation that it has any rights, title or interest in or to the Intellectual Property Rights beyond that granted under this Licence; and

  7. take or permit any action which may be detrimental in any way to the Intellectual Property Rights and/or the Licensor.  Such action includes, but is not limited to, that which may impair, damage or be otherwise detrimental to the reputation, goodwill, validity, value or registration of the Intellectual Property Rights;

  8. use the Intellectual Property Rights on any merchandise, products or marketing material without the express prior written consent of the Licensor.

2. The Licensee may not upload or post (or permit any third party to do so) any videos of the VeraFlow classes (whether provided by the Licensor, the Licensee or third party) subject only to footage with a duration of no longer than 60 seconds which shows a selection of the choreography and/or classes for the purpose only of promoting the Instructor’s VeraFlow class.

3. The Licensee (where they have been permitted to do so under VeraFlow Instructor and VeraFlow Pro) shall not provide or offer to provide classes, training or services under the Intellectual Property Rights immediately following termination of the Subscription Period.

4. The Licensee must not act beyond the scope of the rights granted to them in accordance with their relevant Stated Purposes.

5. The Licensee must not hold themselves out as VeraFlow Instructors following termination of this Licence and/or termination of the Subscription Period.

6. The Licensee shall not be permitted to assign, sub-licence, sub-contract or otherwise transfer the benefit of the Licence or any part of it to a third party.

7. The Licensee hereby acknowledges that the Intellectual Property Rights, the Content and the Website are the sole property of the Licensor and further acknowledges that no use of them by the Licensee shall bestow any right, title or interest in or to the same upon the Licensee beyond that expressly granted by this Licence.

8. The Licensee hereby acknowledges that any and all goodwill arising from its use of the Intellectual Property Rights in relation to the Stated Purposes or otherwise, shall accrue for the sole benefit of the Licensor.

9. Access to the Account by the Licensee will terminate at the end of the Subscription Period.

10. Where the Licensor enters into a further Subscription Period within 2 months from the date of the cancellation notice as set out in sub-Clause 5.3 the Licensee shall then have access to his Account and have the same rights in accordance with his relevant Stated Purposes as was entitled immediately prior to such cancellation notice.

11. In any communications, marketing or publications (online or otherwise) the Licensee must only use the following words in the following style (unless otherwise agreed in writing by the Licensor):


12. An individual who has been notified by the Licensor of their passing the VeraFlow Instructor training shall have two months to pay the relevant Subscription Fee to receive the licence for the Stated Purposes of a VeraFlow Instructor. Any licenses already provided shall continue unaffected for the duration of such licence. Immediately following the two-month period there shall be a further three month period in which the individual having passed the VeraFlow Instructor training may re-apply for the training course at a cost of £97.00 (subject to change by the Licensor). If no payment is made within the 6 month period any VeraFlow Instructor licence shall be revoked and any re-applications will be charged at the full cost.


4. Licensee’s Rights and Obligations

  1. The Licensee shall be fully responsible for its use of the Intellectual Property Rights, the Content and the Website and for any and all activities carried out with respect to the Stated Purposes.

  2. The Licensee may only use the Intellectual Property Rights in the form and manner as provided by the Licensor.  No variation in any aspect of the Intellectual Property Rights shall be permitted without the express prior written consent of the Licensor. 

  3. The Licensee shall use its reasonable endeavours to ensure that the Stated Purposes are carried out to a high standard which is commensurate with best practice in the fitness industry and in compliance with any and all relevant standards, codes of practice, statutes, regulations of any nature and any further related matters as provided by the Licensor.

  4. In the event that the Licensor requires samples of products, marketing materials or literature or other means including, but not limited to, inspections of the Licensee’s premises in order to ascertain the Licensee’s compliance with the provisions of clause 3 and 4, the Licensee shall take any action required upon receipt of a written request for the same from the Licensor.

  5. The Licensee shall submit to the Licensor copies of any and all material incorporating the Intellectual Property Rights prior to its use for the approval of the Licensor.  The Licensor shall submit either written approval to the Licensee or shall submit details of required revisions thereto.

  6. All submissions and requests under clauses 4.4 and 4.5 shall be sent to the email address 

  7. The Licensee hereby assigns all copyright and performing rights in and to any videos and/or choreography to the Licensor.

  8. The Licensee shall be responsible for all necessary insurances and shall provide to the Licensor immediately upon request all evidence of such insurances including without limitation any certificates.

  9. The Licensee is a self-employed contractor and responsible for its own taxes and national insurance contributions.

  10. The Licensee shall comply with all applicable laws and regulations including the Data Protection Act 1998.


5. Payment and Subscription Fees

  1. In consideration of the Licensee being granted access to the Content and Website for the Stated Purpose under the terms of this Licence the Licensee shall pay the Subscription Fees.

  2. Unless notified in accordance with clause 5.3 the Subscription Period shall automatically be renewed and the relevant Subscription Fees for such Subscription Period shall be paid by the Licensee.

  3. The Licensee may cancel any renewal of the Subscription Period no later than 48 hours prior to the date of the renewal date. Once paid the license fee is NOT REFUNDABLE.

  4. The Licensee shall pay the Licensor all further fees as set out in the Website or as notified to the Licensee.